Terms of Service

Please read these Terms of Service (“Terms”) carefully before using https://www.adnovara.com or engaging Adnovara(“we”, “us”, or “our”) for any services. By accessing our website or entering into a services agreement with us, you agree to be bound by these Terms.

1. Services

Adnovaraprovides performance marketing services including, but not limited to, search engine optimisation (SEO), pay-per-click advertising (PPC), paid social advertising, conversion rate optimisation (CRO), and web development (“Services”).

The specific scope, deliverables, timelines, and fees for Services are defined in a separate Statement of Work (“SOW”) or service agreement signed by both parties. These Terms govern all such engagements unless explicitly superseded in writing.

2. Eligibility

By using our website or engaging our Services, you represent that you are at least 18 years of age, have the legal authority to enter into these Terms on behalf of yourself or your organisation, and are not prohibited from doing so under applicable law.

3. Client obligations

To enable us to deliver the Services, you agree to:

• Provide accurate, complete, and timely information, assets, and access credentials as reasonably requested.
• Designate a primary point of contact with authority to approve work and decisions.
• Review and provide feedback on deliverables within the timelines specified in the SOW.
• Ensure that all materials you supply (copy, images, brand assets) do not infringe any third-party intellectual property rights.

4. Fees and payment

Fees are set out in the applicable SOW or invoice. Unless otherwise agreed:

• Invoices are due within 14 days of the invoice date.
• Late payments accrue interest at 1.5% per month (or the maximum permitted by law, whichever is lower).
• We reserve the right to suspend Services if payment is more than 30 days overdue.
• All fees are exclusive of applicable taxes, which are your responsibility.

5. Intellectual property

Our pre-existing IP

We retain all rights to our methodologies, frameworks, processes, tools, and any pre-existing intellectual property. Nothing in these Terms transfers ownership of our proprietary systems to you.

Deliverables

Upon receipt of full payment, we assign to you all rights in the specific deliverables created exclusively for you under a SOW (e.g., ad creative, landing page copy), except where those deliverables incorporate our pre-existing IP or third-party licensed assets.

Your materials

You retain ownership of all materials you provide to us. You grant us a limited, non-exclusive licence to use those materials solely to perform the Services.

6. Confidentiality

Each party agrees to keep the other’s confidential information (including business strategies, data, pricing, and campaign performance) strictly confidential and not to disclose it to third parties without prior written consent, except as required by law. This obligation survives termination of our engagement by two years.

We may reference you as a client and describe the nature of our engagement for marketing purposes (e.g., case studies) unless you notify us in writing that you object.

7. Results and guarantees

Digital marketing outcomes depend on many variables outside our control, including market conditions, algorithm changes, and competitor activity. While we commit to professional standards and best-effort performance, we do not guarantee specific results unless explicitly stated in a signed SOW.

Any performance guarantees stated in a SOW are subject to the client meeting their obligations under Section 3 and maintaining the agreed advertising spend for the guarantee period.

8. Limitation of liability

To the fullest extent permitted by law, Adnovara’s total liability to you for any claim arising from these Terms or the Services shall not exceed the total fees paid by you in the three months preceding the claim.

We shall not be liable for any indirect, incidental, consequential, or punitive damages, including loss of profits, loss of data, or business interruption, even if we have been advised of the possibility of such damages.

9. Indemnification

You agree to indemnify, defend, and hold harmless Adnovara and its employees, contractors, and officers from any claims, damages, or expenses (including reasonable legal fees) arising from: (a) your breach of these Terms; (b) materials you provided that infringe third-party rights; or (c) your violation of applicable law.

10. Term and termination

Either party may terminate a services engagement by providing the notice period specified in the applicable SOW (default: 30 days written notice). Upon termination:

• You remain liable for all fees for work performed up to the termination date.
• We will provide you with all deliverables completed and paid for.
• Each party will return or destroy the other’s confidential information upon request.

We may terminate immediately for cause if you breach a material term of these Terms or any SOW and fail to cure that breach within 10 days of written notice.

11. Website use

You may use our website for lawful purposes only. You agree not to: scrape or harvest content without permission; attempt to gain unauthorised access to any part of the site; transmit malicious code; or engage in any conduct that disrupts or damages our website or services.

We reserve the right to suspend or terminate access to our website for any user who violates these Terms.

12. Third-party services

Our Services may involve the use of third-party platforms (e.g., Google Ads, Meta, LinkedIn). Your use of those platforms is subject to their own terms of service. We are not responsible for changes to third-party platform policies, fees, or functionality that affect campaign performance.

13. Governing law and disputes

These Terms are governed by the laws of Singapore, without regard to its conflict of law provisions. Any dispute arising from or relating to these Terms shall be resolved exclusively in the courts of Singapore, and both parties consent to personal jurisdiction in those courts.

Before initiating formal proceedings, both parties agree to attempt good-faith resolution by escalating the dispute to senior leadership for at least 30 days.

14. Changes to these Terms

We may revise these Terms at any time. The “Last updated” date above reflects the most recent revision. For ongoing engagements, material changes will be communicated by email with at least 14 days’ notice. Continued use of our website or Services after the effective date constitutes acceptance of the revised Terms.

15. Contact us

For questions about these Terms, contact:

Adnovara
10 Anson Road, Level 6, Singapore 079903
contact@adnovara.com
+65 6210 8847